Parent Warrant. 3 PDI.........................................................................................1
Parent Warrant. 11 Material......................................9
Parent Warrant. At the Effective Time, Parent shall issue to First -------------- Data a warrant in substantially the form attached hereto as Exhibit A (the "Parent Warrant"). At the time of issuance, the Parent Warrant shall entitle the holder thereof to purchase 2,300,000 shares of Parent Common Stock at an exercise price of $36.9565 per share; provided, however, that if the Parent Warrant had been issued on the date hereof with such terms and prior to the time at which it is actually issued pursuant to this Section 5.17, the number of shares of Parent Common Stock covered by the Parent Warrant, the exercise price per share or the type of securities deliverable upon exercise of the Parent Warrant would have been adjusted or changed pursuant to the terms of the Parent Warrant, the Parent Warrant shall be issued with such adjustments or changes. First Data is an intended third party beneficiary of this Section 5.17.
Parent Warrant. If required by any applicable Parent Warrant, promptly after the date of this Agreement, and in any event within the time period as set forth in the Parent Warrant, Parent shall deliver notice to the holders of such Parent Warrants with respect to the transactions contemplated by this Agreement and the rights of the holders thereof in connection therewith, subject to the review and approval of Company (not to be unreasonably withheld). At the First Effective Time, each Parent Warrant that is outstanding and unexercised immediately prior to the First Effective Time, shall survive the Closing and remain outstanding in accordance with its terms; provided, however, that the holder of any such Parent Warrant which remains outstanding following Closing may elect to require Parent to pay such holder cash in exchange for the termination of the remaining unexercised portion of such Parent Warrant (the amount of any such payment, a “Parent Warrant Termination Fee”) if contemplated by the terms of such Parent Warrant.
Parent Warrant. As of the date hereof and without taking into effect the Private Placements, Parent has issued and outstanding 3,146,453 private placement warrants (the “Parent Warrants”) entitling the holder thereof to purchase one share of Parent Common Stock at an exercise price of $11.50 per share of Parent Common Stock pursuant to, and subject to adjustments as provided by, the terms of the Parent Warrant Agreement. Parent has made available to the Company a true and correct copy of the Parent Warrant Agreement. All outstanding Parent Warrants (A) have been duly authorized and validly issued and constitute valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, subject to the Bankruptcy and Equity Exception, (B) were issued in compliance in all material respects with applicable securities Laws and (C) were not issued in material breach or violation of Parent’s Organizational Documents or any preemptive rights, purchase option, call option, right of first refusal or offer, subscription right or any similar right. All shares of the Parent subject to issuance pursuant to any Parent Warrant, upon issuance on the terms and conditions specified therein, will be duly authorized, validly issued, fully paid and nonassessable. Notwithstanding the foregoing, prior to the Closing, all of the Parent Warrants will be exchanged for an aggregate of 3,146,453 shares of Parent Common Stock.
Parent Warrant. “Parent Warrant” shall mean any warrant or other direct or indirect right to purchase capital stock of Parent.
Parent Warrant. 9 Parties.............................................1
Parent Warrant. In the event that the Company is required to pay the Termination Fee pursuant to the terms of Section 8.5(b), then, effective upon the date such Termination Fee shall become payable or such termination shall become effective, as applicable, the Company shall issue to Parent warrants to purchase a number of shares of Company Common Stock equal to 3.99% of the outstanding shares of Company Common Stock on the date such warrants are issued (determined on a fully-diluted basis, including after giving effect to the exercise of such warrants) for an exercise price of $1.40 per share, which warrants shall be exercisable for a period of three (3) years from the date of issue and shall contain such terms and provisions (including anti-dilution provisions) as are customarily found in warrants issued by publicly-traded companies.
Parent Warrant. Concurrently with the execution of this Agreement, and as a material inducement to Parent and Merger Sub to enter into this Agreement, the Company shall issue and deliver to Parent the Parent Warrant, in the form attached as Exhibit E. In connection with the issuance of the Parent Warrant, Parent hereby waives on behalf of itself and all future holders of the Series B Convertible Preferred Stock, the ASC Warrant and the Common Stock Warrants and the shares issued or issuable thereunder any and all "anti-dilution" provisions set forth in Section 5.D of the Certificate of Designations of Series B Convertible Preferred Stock of Medjet Inc. (the "Certificate of Designations"), Sections 7.1, 7.2 and 7.3 of the Common Stock Warrants and Sections 7.1, 7.2 and 7.3 of the ASC Warrant that might be triggered by the issuance of the Parent Warrant and the shares issued or issuable thereunder.
Parent Warrant. “Parent Warrants” shall mean warrants to purchase shares of Parent Common Stock issued by Parent as set forth on Part 2.3(d)(i) of the Parent Disclosure Schedule.
